Zentalis Pharmaceuticals (ZNTL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, and will be held virtually via webcast, allowing shareholders to vote and ask questions online.

• Shareholders of record as of April 20, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, and executive compensation.

• The company utilizes electronic delivery of proxy materials to reduce environmental impact and costs, with options for paper copies upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors (David Johnson and Jan Skvarka, Ph.D.) to serve until 2029.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory (non-binding) approval of named executive officer compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of six members divided into three staggered classes, with annual elections for one class.

• All committees (Audit, Compensation, Nominating) are chaired and composed entirely of independent directors.

• The roles of Chairperson and CEO are separated to reinforce board independence.

• Director candidates are evaluated for integrity, experience, diversity, and independence.